Unassociated Document


    Exhibit
10.1

     

     

    EXCHANGE
AGREEMENT

    


    


    This EXCHANGE AGREEMENT made and
entered effective as of December 16, 2009, by and between CLICKER Inc., a Nevada
corporation (the “Company”) and Thalia Woods Management, Inc., a Delaware
Corporation (“Thalia”).

     

    


    WITNESSETH:

    


    WHEREAS, Thalia has purchased
debt evidenced by a certain promissory note in a principal amount of
$158,534.44, which includes a $14,000 balloon payment due on the maturity of the
note and $4,534.44 of accrued interest as of December 16, 2009 (the
“Debt”);

     

    WHEREAS, the Company has
requested that Thalia agree to restructure (the “Restructuring”) the Debt into a
Convertible Note (the “New Debt”) with such New Debt convertible into the
Company’s shares of common stock at a fifty percent (50%) discount to market,
thereby eliminating the Debt;

    


    WHEREAS, Thalia has agreed to
the Restructuring and the New Debt;

    


    WHEREAS, the board of
directors of the Company deems it advisable and in the best interests of the
Company to consummate the transactions contemplated by this Agreement upon the
terms and conditions set forth herein;

    


    NOW, THEREFORE, in
consideration of the mutual promises, covenants and agreements set forth herein
and in reliance upon the undertakings, representations, warranties and
indemnities contained herein, the Company and Thalia hereby agree as
follows:

    


    ARTICLE
1

    EXCHANGE
OF SHARES; CLOSING

    


    Section
1.1                      Restructuring.  Subject
to the terms and conditions herein stated, Thalia agrees at the Closing that the
Debt shall be restructured and, as so restructured, to exchange the Debt for the
New Debt pursuant to the Convertible Note dated as of the date hereof (the
“Convertible Note”).

    


    Section
1.2                      Closing.  The
closing of the transactions contemplated by this Agreement (the “Closing”) shall
take place simultaneously with the execution and delivery of this Agreement and
the Convertible Note.

    


    Section
1.3                      Deliveries at
Closing.  At the closing, Thalia and the Company shall exchange
executed copies of this Agreement and the Convertible Note.

     

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
 

    


    ARTICLE
2

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

    


    The Company represents and warrants to
Thalia as of the date hereof as follows:

    


    Section
2.1                      Organization.  The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the state of Nevada and has all requisite corporate power and
authority to own its properties and carry on its business as now being
conducted.

    


    Section
2.2                      Authority;
Enforceability.  The Company has the requisite corporate power
and authority to execute and deliver this Agreement and to carry out its
obligations hereunder.  The execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of the
Company and no other corporate proceedings on the part of the Company are
necessary to authorize this Agreement or to consummate the transactions so
contemplated.  This Agreement has been duly executed and delivered by
the Company and constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as (a)
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
transfer, moratorium or similar laws from time to time in effect affecting
creditors’ rights generally and (b) the availability of equitable remedies may
be limited by equitable principles of general applicability.

    


    Section
2.3                      Third Party
Consents.  No consent, authorization, order or approval of, or
filing or registration with, any governmental authority or other person is
required for the execution and delivery of this Agreement or the consummation by
the Company of any of the transactions contemplated hereby.

    


    Section
2.4                      No Other Representations or
Warranties.  Except as set forth above in this Section 2, no
other representations or warranties, express or implied, are made in this
Agreement by the Company to Thalia.

    


    ARTICLE
3

    MISCELLANEOUS

    


    Section
3.1                      Survival of Representations,
Warranties and Agreements. The representations, warranties, covenants and
agreements in this Agreement or in any instrument delivered pursuant to this
Agreement shall survive the Closing and shall not be limited or affected by any
investigation by or on behalf of any party hereto.

    


    Section
3.2.                                Further
Assurances.  Each of the Company and Thalia will use its, as
the case may be, best reasonable efforts to take all action and to do all things
necessary, proper or advisable on order to consummate and make effective the
transactions contemplated by this Agreement.

     

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    Section
3.3                      Entire Agreement; No Third
Party Beneficiaries.  This Agreement (including the documents,
exhibits and instruments referred to herein) (a) constitutes the entire
agreement and supersedes all prior agreements, and understandings and
communications, both written and oral, among the parties with respect to the
subject matter hereof, and (b) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.

    


    Section
3.4                      Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of New York without regard to any
applicable principles of conflicts of law.

    


    Section
3.5                      Counterparts.  This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original and all of which taken together shall constitute one and the
same document.

    


    Section
3.6                      Amendment and
Modification.  This Agreement may not be amended or modified
except by an instrument in writing signed by each of the parties
hereto.

    


    Section
3.7                      No Joint
Venture.  Nothing contained herein shall make Thalia or the
Company, partners or joint venturers or create any relationship or obligation
between any of them except as expressly set forth herein.

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
themselves or by their respective duly authorized officers as of December 16,
2009.

     

     

    
      
        	 	CLICKER
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ ALBERT
      AIMERS	 
	 	 	Name:
      Albert Aimers	 
	 	 	Title:
      Chief Executive Officer	 
	 	 	 	 


      



    
      	 	THALIA
      WOODS MANAGEMENT, INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ MICHAEL
      BRODSKY	 
	 	 	Name:
      Michael Brodsky	 
	 	 	Title:
      President	 
	 	 	 	 


    

     

     

     

     

     

    


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